Common use of Anticorruption Laws Clause in Contracts

Anticorruption Laws. Neither the Company, the Subsidiaries, nor any director, officer, employee, distributor, reseller, consultant, agent or other third party acting on behalf of the Company or any of the Subsidiaries, has provided, attempted to provide, or authorized the provision of anything of value (including payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, for the purpose of corruptly (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; or (iv) securing any advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption laws. Neither the Company, the Subsidiaries, nor any of their respective directors, officers, employees or agents acting on behalf of the Company or any of the Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before stated parties falsified any Company documents. The Company and the Subsidiaries have not made any provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, or any other applicable anticorruption law. The Company and the Subsidiaries have not conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBA.

Anticorruption Laws. Neither the Company, the SubsidiariesAcquired Companies, nor any directorof their respective directors, officermanagers, employeeofficers or employees, distributornor to the Seller’s Knowledge, resellerdistributors, consultantresellers, agent consultants or other third party agents acting on behalf of the Company or any of the SubsidiariesAcquired Company, has provided, attempted to provide, or authorized the provision of anything of value (including payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, ,” as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, organization for the purpose of corruptly (i) obtaining or retaining businessbusiness for or with, or directing business to, any person; (ii) influencing any act or decision of a foreign government official in their his or her official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their his/her lawful duties; or (iv) securing any improper advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) the PCA or any applicable local, domestic, or international anticorruption laws. Neither None of the Company, the SubsidiariesAcquired Companies, nor any of their respective directors, managers, officers, employees nor to the Seller’s Knowledge, distributors, resellers, consultants or agents acting on behalf of the any Acquired Company or any of the Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before stated parties falsified any Company documentsdocuments of the Acquired Companies. The Company and None of the Subsidiaries have not made any provisions Acquired Companies has provided to any person (including foreign government officials) that would constitute an any improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, PCA or any other applicable anticorruption law. The Company and None of the Subsidiaries have not Acquired Companies has conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBAPCA.

Anticorruption Laws. Neither the Company, the Subsidiaries, Company nor any director, officer, employee, distributor, reseller, consultant, agent or other third party acting on behalf of the Company or any of the SubsidiariesCompany, has provided, attempted to provide, or authorized the provision of anything of value (including but not limited to payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “"foreign official”", as defined by the Foreign Corrupt Practices Act (“"FCPA”"), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, or any other person, for the purpose of corruptly (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (ivv) securing any advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption laws. Neither the Company, nor, to the SubsidiariesKnowledge of the Company, nor any of their respective directorsdirector, officersofficer, employees employee or agents acting on behalf of the Company or any of the Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before stated parties falsified any Company documents. The Company and the Subsidiaries have has not made any provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, FCPA or any other applicable anticorruption law. The Company maintain sufficient internal controls and compliance programs to detect and prevent violations of anticorruption laws (including the Subsidiaries have FCPA), ensure its Books and Records are accurately maintained, and track any payments made to third parties and foreign government officials. The Company has not conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBAFCPA.

Anticorruption Laws. Neither the Company, the Subsidiaries, Company nor any director, officer, employee, distributor, reseller, consultant, agent or other third party acting on behalf of the Company or any of the SubsidiariesCompany, has provided, attempted to provide, or authorized the provision of anything of value (including but not limited to payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, or any other person, for the purpose of corruptly (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (ivv) securing any advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption laws. Neither the Company, the Subsidiaries, nor any of their respective directorsdirector, officersofficer, employees employee or agents acting on behalf of the Company or any of the Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before stated parties falsified any Company documents. The Company and the Subsidiaries have has not made any provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, or any other applicable anticorruption law. The Company maintain sufficient internal controls and compliance programs to detect and prevent violations of anticorruption laws (including the Subsidiaries have FCPA and UKBA), ensure its Books and Records are accurately maintained, and track any payments made to third parties and -28- foreign government officials. The Company has not conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBA. Upon request, the Company agrees to provide Parent with anticorruption law certifications and agree to permit access to its Books and Records.

Anticorruption Laws. Neither the Company, the Subsidiaries, nor any director, officer, employee, or any distributor, reseller, consultant, agent or other third party acting on behalf of the Company or any of the Subsidiaries, has provided, attempted to provide, or authorized the provision of anything of value (including payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, organization for the purpose of corruptly (i) obtaining or retaining businessbusiness for or with, or directing business to, any person; (ii) influencing any act or decision of a foreign government official in their his or her official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their his/her lawful duties; or (iv) securing any improper advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption laws. Neither the Company, the Subsidiaries, nor any of their respective directors, officers, employees or agents acting on behalf of the Company or any of the Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before stated parties falsified any Company documents. The Company and the Subsidiaries have not made any provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, or any other applicable anticorruption law. The Company and the Subsidiaries have not conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBA. Upon request, the Company agrees to provide Parent with anticorruption law certifications and agree to permit access to their books and records.

Anticorruption Laws. Neither the CompanyParent Group nor, the SubsidiariesKnowledge of Parent, nor any director, officer, employee, distributor, reseller, consultant, agent or other third party acting on behalf of the Company or any member of the SubsidiariesParent Group, has provided, attempted to provide, or authorized the provision of anything of value (including but not limited to payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, or any other person, for the purpose of corruptly illegally (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (ivv) securing any advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption laws. Neither Parent Group, nor, to the CompanyKnowledge of Parent, the Subsidiariesany director, nor any of their respective directorsofficer, officers, employees employee or agents acting on behalf of the Company or any of the Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before stated parties falsified any Company Parent Group documents. The Company and the Subsidiaries have not No member of Parent Group has made any provisions to any person (including foreign government officials) that would constitute an improper illegal rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, FCPA or any other applicable anticorruption law. The Company Parent Group maintains sufficient internal controls and compliance programs to detect and prevent violations of anticorruption laws (including the Subsidiaries have FCPA), ensure its Books and Records are accurately maintained, and track any payments made to third parties and foreign government officials. Parent Group has not conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBAFCPA.

Anticorruption Laws. Neither the Company, Company nor the Subsidiaries, Israeli Subsidiary nor any directorof their respective directors, officerofficers, employeeemployees, distributordistributors, resellerresellers, consultantconsultants, agent or other third party acting on behalf of the Company or any of the SubsidiariesCompany, has provided, attempted to provide, or authorized the provision of anything of value (including but not limited to payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, or any other person, for the purpose of corruptly (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (ivv) securing any advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption laws. Neither the Company, the Subsidiaries, Company nor any of their respective directorsdirector, officersofficer, employees employee or agents acting on behalf agent of the Company or any of the Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before before-stated parties falsified any Company documentsdocuments of the Company. The Company ensure its books and the Subsidiaries have records are accurately maintained, and track any payments made to third parties and foreign government officials. The Company has not made any provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, FCPA or any other applicable anticorruption law. The Company and the Subsidiaries have has not conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA FCPA. Upon request, the Company agrees to permit access to its books and UKBArecords. Neither the Company nor the Israeli Subsidiary, nor any of their directors, officers, or employees acting on behalf of the Company or the Israeli Subsidiary, has ever violated Section 291A of the Israeli Penal Code, as amended. Neither the Company nor the Israeli Subsidiary nor any of their Affiliates, officers, directors or employees have violated any (i) financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, or (ii) money laundering Laws or guidelines issued, administered or enforced by any Governmental Entity including the Israeli Prohibition on Money Laundering Law, 2000 (collectively, the “Money Laundering Laws”), and no Action by or before any Governmental Entity or arbitrator involving the Company or the Israeli Subsidiary with respect to the Money Laundering Laws is pending, has ever been pending or, to the Company’s Knowledge, is threatened or has ever been threatened.

Anticorruption Laws. Neither the Company nor, to the Knowledge of the Company, the Subsidiaries, nor any director, officer, employee, distributor, reseller, reseller or consultant, agent or other third party acting on behalf of the Company or any of the SubsidiariesCompany, has in the past three (3) years provided, attempted to provide, or authorized the provision of anything of value (including payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, or any other person, for the purpose of corruptly (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (ivv) securing any advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption laws. Neither the Company nor, to the Knowledge of the Company, the Subsidiariesany director, nor any of their respective directorsofficer, officers, employees employee or agents acting on behalf agent of the Company or any of has in the Subsidiaries has past three (3) years used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before before-stated parties parties, to the Knowledge of the Company, falsified any Company documentsdocuments of the Company. The Company and has not in the Subsidiaries have not past three (3) years made any unlawful provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, or any other applicable anticorruption law. The Company maintains internal controls and compliance programs that are reasonably designed to detect and prevent material violations of anticorruption laws (including the Subsidiaries have FCPA and UKBA), ensure its books and records are accurately maintained, and track any payments made to third parties and foreign government officials. The Company has not in the past three (3) years conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBA.. Upon request, the Company agrees to provide Parent with anticorruption law certifications and agrees to permit access to its books and records. Section 2.21

Anticorruption Laws. Neither the Company, the Subsidiaries, nor any director, officer, employee, distributor, reseller, consultant, agent or other third party acting on behalf of the Company or its Subsidiaries nor any of the Subsidiariesits or their respective officers, has provideddirectors, attempted to provideagents, Employees, Affiliates or authorized the provision of anything of value (including payments, meals, entertainment, travel expenses other Persons associated with or accommodations, acting on its or gifts)their behalf has, directly or indirectly, (i) taken any action which would cause it to any person, including a “foreign official”, as defined by be in violation of the U.S. Foreign Corrupt Practices Act (“FCPA”)of 1977, which includes employees or officials working for state-owned or controlled entitiesas amended, a foreign political party or candidatethe U.S. Travel Act, any domestic commercial bribery statute, or any individual employed by other applicable law from any jurisdiction relating to anti-corruption or working on behalf anti-bribery law or regulation, including the U.K. Bribery Act of a public international organization2010 or any similar rules or regulations (collectively, for the purpose of corruptly (i) obtaining or retaining business“Anticorruption Laws”); (ii) influencing used any act corporate funds for unlawful contributions, gifts, entertainment or decision of a foreign government official in their official capacityother unlawful expenses relating to political activity; (iii) inducing a made, offered or authorized any unlawful payment or other thing of value to foreign or domestic government official officials or employees; (iv) made, offered or authorized any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment to do or omit to do any act in violation of their lawful dutiesPerson; or (ivv) securing taken any advantage action that would cause it to be in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption lawsAnticorruption Laws. Neither the Company, the Subsidiaries, Company or its Subsidiaries nor any of its or their respective officers, directors, officersagents, employees Employees, Affiliates or agents other Persons associated with or acting on its or their behalf of the Company or any of the Subsidiaries has used any corporate funds to maintain any off-the-funds not reflected in the Company’s books funds and records or engage in any offtransactions not reflected in the Company’s books and records. There are no pending or, to the Knowledge of the Company, threatened in writing Claims, charges, investigations (internal or government-the-books transactions nor has initiated), violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against the Company or any of its Subsidiaries with respect to the before stated parties falsified Anticorruption Laws. There are no actions, conditions or circumstances pertaining to the Company’s or its Subsidiaries’ activities that may give rise to any Company documentsfuture Claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions under the Anticorruption Laws. The Company and the its Subsidiaries have not made any provisions established and maintain a compliance program and reasonable internal controls and procedures appropriate to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation the requirements of the FCPA, UKBA, or any other applicable anticorruption law. The Company Anticorruption Laws and the Subsidiaries have not conducted any internal or government-initiated investigation, or has made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBAavailable all of such documentation.

Anticorruption Laws. Neither the Company, the Subsidiaries, nor any director, officer, employee, distributor, reseller, consultant, agent or other third party acting on behalf of the The Company or any of the Subsidiaries, has not provided, attempted to provide, or authorized the provision of anything of value (including but not limited to payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, ) for the purpose of corruptly (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (ivv) securing any advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption laws. Neither Interested Party Transactions . No officer or director of the Company or the Seller (nor any immediate family member of any of such Persons, or any trust, partnership or corporation in which any of such Persons has an interest) (each, an “Interested Party”), has, directly or indirectly, (i) any interest in any Person which furnished or sold, or furnishes or sells, the same or similar services, products, technology or Intellectual Property Rights that the Company furnishes or sells, or proposes to furnish or sell, or (ii) any interest in any Person that purchases from, or sells or furnishes to, the Company any goods or services or otherwise has entered into a Contract with the Company, or (iii) any direct or indirect interest in, or is a party to, any Contract to which the SubsidiariesCompany is a party; provided, however, that ownership of no more than one percent (1%) of the outstanding voting stock of a publicly traded corporation shall not be deemed to be an “interest in any Person” for purposes of this Section 2.23. All transactions pursuant to which any Interested Party has purchased any services, products, technology or Intellectual Property Rights from, or sold or furnished any services, products, technology or Intellectual Property Rights to, the Company have been on an arms-length basis on terms no less favorable to the Company than would be available from an unaffiliated party. Books and Records . The Company has made and kept business records, financial books and records, personnel records, ledgers, sales accounting records, Tax records and related work papers (collectively, the “Books and Records”) that are true, correct and complete in all material respects and accurately and fairly reflect, in all material respects, the business activities of the Company. The Company has not engaged in any material transaction, maintained any bank account or used any corporate funds except as reflected in its normally maintained Books and Records. At the Closing, the Books and Records will be in the possession of the Company. Third-Party Expenses . The Company has not incurred, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with this Agreement or any transaction contemplated hereby, nor will the Purchaser or the Company incur, directly or indirectly, any of their respective directors, officers, employees such liability based on arrangements made by or agents acting on behalf of the Company or any of the Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before stated parties falsified any Company documentsCompany. The Company and the Subsidiaries have not made any provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, or any other applicable anticorruption law. The Company and the Subsidiaries have not conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBA.Suppliers

Anticorruption Laws. Neither the Company, the Company nor any of its Subsidiaries, nor any directordirectors, officerofficers, employeeemployees, distributordistributors, resellerresellers, consultantconsultants, agent or other third party acting on behalf of the Company or any of the its Subsidiaries, has provided, attempted to provide, or authorized the provision of anything of value (including but not limited to payments, meals, entertainment, travel expenses or accommodations, or gifts), directly or indirectly, to any person, including a “foreign official”, as defined by the Foreign Corrupt Practices Act (“FCPA”), which includes employees or officials working for state-owned or controlled entities, a foreign political party or candidate, or any individual employed by or working on behalf of a public international organization, or any other person, for the purpose of corruptly (i) obtaining or retaining business; (ii) influencing any act or decision of a foreign government official in their official capacity; (iii) inducing a foreign government official to do or omit to do any act in violation of their lawful duties; (iv) directing business to another; or (ivv) securing any advantage in violation of the FCPA or United Kingdom Bribery Act of 2010 (“UKBA”) or any applicable local, domestic, or international anticorruption laws. Neither the Company, the Company nor any of its Subsidiaries, nor any of their respective directorsdirector, officersofficer, employees employee or agents acting on behalf agent of the Company or any of the its Subsidiaries has used any corporate funds to maintain any off-the-books funds or engage in any off-the-books transactions nor has any of the before before-stated parties falsified any documents of the Company documentsor any of its Subsidiaries. The Neither the Company and the nor any of its Subsidiaries have not made any provisions to any person (including foreign government officials) that would constitute an improper rebate, commercial bribe, influence payment, extortion, kickback, or other improper payment in violation of the FCPA, UKBA, or any other applicable anticorruption law. The Neither the Company and the nor any of its Subsidiaries have not conducted any internal or government-initiated investigation, or made a voluntary, directed, or involuntary disclosure to any governmental body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with any anticorruption law, including the FCPA and UKBA. Upon request, the Company and each of its Subsidiaries agree to provide Parent with anticorruption law certifications and agree to permit access to its books and records.